Ex. 10.110-Guaranty Agreement between KidCARE TV and Vicis


                               GUARANTY AGREEMENT

      THIS GUARANTY is made as of February 1, 2007 by KidCARE Medical Television
Network,  Inc., a Florida corporation  ("Guarantor"),  in favor of VICIS CAPITAL
MASTER FUND ("Vicis"), a trust formed under the laws of the Cayman Islands.

                                    RECITALS

      A.  Guarantor is a  wholly-owned  subsidiary of MEDICAL MEDIA  TELEVISION,
INC., a Florida corporation (the "Borrower").

      B.  Pursuant to a Note  Purchase  Agreement  of even date  herewith by and
between Vicis and Borrower (as amended or modified from time to time,  the "Note
Purchase  Agreement")  and a 10%  Secured  Convertible  Note due August 11, 2007
issued by  Borrower  to Vicis (as  amended or  modified  from time to time,  the
"Note"),  Vicis has made a $250,000  loan (the "Loan") to  Borrower.  Guarantor,
Borrower and any other guarantor of the Loan are the intended  beneficiaries  of
the Loan  and,  as such,  the  Loan  will  directly  and  significantly  benefit
Guarantor.

      C. It is a condition  precedent  to Vicis  making the Loan that  Guarantor
execute and deliver to Vicis a guaranty in the form hereof. This is the Guaranty
Agreement referred to in the Note Purchase Agreement.

                                   AGREEMENTS

      In  consideration  of  the  recitals  and  for  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Guarantor hereby agrees with Vicis as follows:

                                   ARTICLE I
                                   DEFINITIONS

      When used in this  Guaranty,  capitalized  terms  shall have the  meanings
specified in the Note  Purchase  Agreement,  the  preamble,  the recitals and as
follows:

      Borrower.  "Borrower" shall mean Medical Media Television, Inc., a Florida
corporation.

      Event of Default.  "Event of Default" shall have the meaning  specified in
the Note Purchase Agreement.

      Guaranty.  "Guaranty"  shall  mean  this  Guaranty,  as the same  shall be
amended from time to time in accordance with the terms hereof.

      Law.  "Law"  shall mean any  federal,  state,  local or other  law,  rule,
regulation or governmental requirement of any kind, and the rules,  regulations,
interpretations and orders promulgated thereunder.


<PAGE>


      Obligations.  "Obligations"  shall mean (a) the principal of, and interest
on, the Debenture,  and any renewal,  extension or refinancing  thereof; (b) all
debts, liabilities,  obligations, covenants and agreements of Borrower contained
in the Transaction Documents;  and (c) any and all other debts,  liabilities and
obligations of Borrower to Vicis.

      Person.  "Person"  shall  mean and  include  an  individual,  partnership,
corporation,  trust,  unincorporated  association  and any unit,  department  or
agency of government.

                                   ARTICLE II
                                  THE GUARANTY

      2.1 The  Guaranty.  Guarantor,  for itself,  its  successors  and assigns,
hereby  unconditionally and absolutely guarantees to Vicis the full and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise)  of each  of the  Obligations.  This is a  guaranty  of  payment  and
performance and not of collection.

      2.2 Waivers and Consents.

            (a) Guarantor  acknowledges  that the obligations  undertaken herein
involve the guaranty of  obligations  of a Person other than  Guarantor  and, in
full recognition of that fact,  Guarantor consents and agrees that Vicis may, at
any time and from time to time,  without notice or demand, and without affecting
the enforceability or continuing  effectiveness hereof: (i) supplement,  modify,
amend, extend, renew, accelerate or otherwise change the time for payment or the
other terms of the Obligations or any part thereof, including without limitation
any  increase  or  decrease of the  principal  amount  thereof or the rate(s) of
interest thereon; (ii) supplement, modify, amend or waive, or enter into or give
any agreement,  approval or consent with respect to, the Obligations or any part
thereof,  or any of the  Transaction  Documents  or any  additional  security or
guaranties, or any condition,  covenant,  default, remedy, right, representation
or term  thereof or  thereunder;  (iii)  accept new or  additional  instruments,
documents or  agreements  in exchange for or relative to any of the  Transaction
Documents or the Obligations or any part thereof;  (iv) accept partial  payments
on the Obligations;  (v) receive and hold additional  security or guaranties for
the Obligations or any part thereof; (vi) release, reconvey,  terminate,  waive,
abandon, fail to perfect,  subordinate,  exchange,  substitute,  transfer and/or
enforce any security or guaranties,  and apply any security and direct the order
or manner  of sale  thereof  as Vicis in its sole and  absolute  discretion  may
determine;  (vii) release any Person from any personal liability with respect to
the  Obligations  or  any  part  thereof;   (viii)  settle,   release  on  terms
satisfactory to Vicis or by operation of applicable Law or otherwise,  liquidate
or enforce any Obligations  and any security or guaranty in any manner,  consent
to the transfer of any  security  and bid and purchase at any sale;  and/or (ix)
consent to the merger,  change or any other  restructuring or termination of the
corporate  existence  of  Borrower  or any  other  Person,  and  correspondingly
restructure  the  Obligations,  and any such merger,  change,  restructuring  or
termination  shall not affect  the  liability  of  Guarantor  or the  continuing
effectiveness  hereof, or the  enforceability  hereof with respect to all or any
part of the Obligations.

            (b) Upon the occurrence  and during the  continuance of any Event of
Default,  Vicis may enforce this  Guaranty  independently  of any other  remedy,
guaranty or security  Vicis at any time may have or hold in connection  with the
Obligations,  and it shall not be necessary for Vicis to marshal assets in favor
of Borrower,  any other  guarantor of the  Obligations or any other Person or to
proceed upon or against and/or exhaust any security or remedy before  proceeding
to enforce this Guaranty.  Guarantor expressly waives any right to require Vicis
to marshal assets in favor of Borrower or any other Person or to proceed against
Borrower or any other guarantor of the Obligations or any collateral provided by
any Person,  and agrees that Vicis may  proceed  against any obligor  and/or the
collateral  in such  order  as it  shall  determine  in its  sole  and  absolute
discretion.  Vicis may file a  separate  action or  actions  against  Guarantor,
whether action is brought or prosecuted  with respect to any security or against
any other  Person,  or whether any other  Person is joined in any such action or
actions.  Guarantor  agrees that Vicis and  Borrower may deal with each other in
connection  with the  Obligations  or  otherwise,  or  alter  any  contracts  or
agreements now or hereafter existing between them, in any manner whatsoever, all
without in any way altering or affecting the security of this Guaranty.


                                      -2-


<PAGE>


            (c) The rights of Vicis  hereunder  shall be reinstated and revived,
and the  enforceability  of this Guaranty  shall  continue,  with respect to any
amount at any time paid on account of the Obligations  which thereafter shall be
required to be restored or returned by Vicis upon the bankruptcy,  insolvency or
reorganization  of any Person,  all as though such amount had not been paid. The
rights  of Vicis  created  or  granted  herein  and the  enforceability  of this
Guaranty shall remain effective at all times to guarantee the full amount of all
the Obligations even though the  Obligations,  including any part thereof or any
other security or guaranty  therefor,  may be or hereafter may become invalid or
otherwise  unenforceable  as  against  Borrower  or any other  guarantor  of the
Obligations  and  whether  or  not  Borrower  or  any  other  guarantor  of  the
Obligations shall have any personal liability with respect thereto.

            (d) To the extent permitted by applicable law,  Guarantor  expressly
waives any and all defenses  now or hereafter  arising or asserted by reason of:
(i) any  disability or other defense of Borrower or any other  guarantor for the
Obligations  with  respect  to the  Obligations  (other  than full  payment  and
performance of all of the Obligations);  (ii) the unenforceability or invalidity
of any security for or guaranty of the  Obligations or the lack of perfection or
continuing   perfection   or  failure  of  priority  of  any  security  for  the
Obligations;  (iii) the cessation  for any cause  whatsoever of the liability of
Borrower or any other guarantor of the Obligations  (other than by reason of the
full payment and performance of all  Obligations);  (iv) any failure of Vicis to
marshal  assets in favor of  Borrower  or any other  Person;  (v) any failure of
Vicis to give notice of sale or other  disposition  of collateral to Borrower or
any other  Person or any  defect in any notice  that may be given in  connection
with any sale or disposition of collateral;  (vi) any failure of Vicis to comply
with  applicable  Laws in connection  with the sale or other  disposition of any
collateral or other security for any Obligation,  including, without limitation,
any  failure  of  Vicis  to  conduct  a  commercially  reasonable  sale or other
disposition of any collateral or other  security for any  Obligation;  (vii) any
act or  omission of Vicis or others that  directly or  indirectly  results in or
aids the  discharge  or  release  of  Borrower  or any  other  guarantor  of the
Obligations,  or of any  security or guaranty  therefor by  operation  of Law or
otherwise;  (viii) any Law which  provides  that the  obligation  of a surety or
guarantor must neither be larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety's or guarantor's obligation
in proportion to the principal obligation;  (ix) any failure of Vicis to file or
enforce  a claim in any  bankruptcy  or other  proceeding  with  respect  to any
Person;  (x) the election by Vicis, in any bankruptcy  proceeding of any Person,
of the application or non-application of Section 1111(b)(2) of the United States
Bankruptcy  Code;  (xi) any  extension  of credit or the grant of any lien under
Section 364 of the United States  Bankruptcy  Code;  (xii) any use of collateral
under Section 363 of the United States  Bankruptcy Code; (xiii) any agreement or
stipulation  with  respect  to  the  provision  of  adequate  protection  in any
bankruptcy proceeding of any Person; (xiv) the avoidance of any lien or security
interest  in favor of Vicis for any  reason;  (xv) any  bankruptcy,  insolvency,
reorganization,  arrangement,  readjustment of debt,  liquidation or dissolution
proceeding commenced by or against any Person,  including without limitation any
discharge of, or bar or stay against  collecting,  all or any of the Obligations
(or any interest thereon) in or as a result of any such proceeding; or (xvi) any
action taken by Vicis that is authorized by this Section or any other  provision
of any Loan  Document.  Until  all of the  Obligations  have  been paid in full,
Guarantor expressly waives all presentments, demands for payment or performance,
notices of nonpayment or nonperformance,  protests,  notices of protest, notices
of dishonor  and all other  notices or demands of any kind or nature  whatsoever
with respect to the Obligations,  and all notices of acceptance of this Guaranty
or of the existence, creation or incurrence of new or additional Obligations.


                                      -3-


<PAGE>


      2.3 Condition of Borrower. Guarantor represents and warrants to Vicis that
it has  established  adequate means of obtaining from Borrower,  on a continuing
basis,  financial and other information  pertaining to the business,  operations
and  condition  (financial  and  otherwise)  of  Borrower  and  its  assets  and
properties.  Guarantor  hereby expressly waives and relinquishes any duty on the
part of Vicis  (should any such duty exist) to disclose to Guarantor any matter,
fact or thing  related to the business,  operations  or condition  (financial or
otherwise)  of  Borrower  or its  assets  or  properties,  whether  now known or
hereafter  known by Vicis during the life of this Guaranty.  With respect to any
of the Obligations, Vicis need not inquire into the powers of Borrower or agents
acting or purporting to act on its behalf,  and all Obligations  made or created
in good faith  reliance  upon the  professed  exercise of such  powers  shall be
guaranteed hereby.

      2.4 Continuing Guaranty. This is a continuing guaranty and shall remain in
full force and effect as to all of the  Obligations  until all amounts  owing by
Borrower to Vicis on the Obligations shall have been paid in full.

      2.5 Subrogation;  Subordination.  Guarantor expressly waives any claim for
reimbursement,  contribution,  indemnity or subrogation which Guarantor may have
against  Borrower  as a  guarantor  of the  Obligations  and any other  legal or
equitable claim against  Borrower  arising out of the payment of the Obligations
by Guarantor or from the proceeds of any collateral for this Guaranty, until all
amounts  owing to Vicis under the  Obligations  shall have been paid in full and
all commitments to lend have been terminated or expired. In furtherance, and not
in limitation,  of the foregoing waiver,  until all amounts owing to Vicis under
the Obligations  shall have been paid in full,  Guarantor  hereby agrees that no
payment by Guarantor  pursuant to this  Guaranty  shall  constitute  Guarantor a
creditor of  Borrower.  Until all amounts  owing to Vicis under the  Obligations
shall have been paid in full,  Guarantor shall not seek any  reimbursement  from
Borrower  in respect of  payments  made by  Guarantor  in  connection  with this
Guaranty,  or in respect of amounts  realized  by Vicis in  connection  with any
collateral  for the  Obligations,  and Guarantor  expressly  waives any right to
enforce any remedy that Vicis now has or  hereafter  may have  against any other
Person and waives the benefit of, or any right to participate in, any collateral
now or hereafter  held by Vicis.  No claim which any  Guarantor may have against
any other guarantor of any of the Obligations or against Borrower, to the extent
not waived pursuant to this Section,  shall be enforced nor any payment accepted
until the  Obligations are paid in full and all such payments are not subject to
any right of recovery.


                                      -4-


<PAGE>


                                  ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF GUARANTOR

      Guarantor hereby represents and warrants to Vicis as follows:

      3.1  Authorization.  Guarantor is a corporation duly and validly organized
and existing under the laws of the State of Florida,  has the corporate power to
own its owned assets and  properties  and to carry on its business,  and is duly
licensed or qualified to do business in all jurisdictions in which failure to do
so would have a material adverse effect on its business or financial  condition.
The making, execution, delivery and performance of this Guaranty, and compliance
with its terms,  have been duly authorized by all necessary  corporate action of
Guarantor.

      3.2  Enforceability.  This  Guaranty  is  the  legal,  valid  and  binding
obligation of Guarantor,  enforceable  against  Guarantor in accordance with its
terms.

      3.3 Absence of Conflicting Obligations.  The making,  execution,  delivery
and performance of this Guaranty,  and compliance with its terms, do not violate
any  existing  provision  of Law;  the  articles of  incorporation  or bylaws of
Guarantor;  or any agreement or  instrument to which  Guarantor is a party or by
which it or any of its assets is bound.

      3.4  Consideration  for Guaranty.  Guarantor  acknowledges and agrees with
Vicis that but for the  execution  and delivery of this  Guaranty by  Guarantor,
Vicis would not have made the Loan.  Guarantor  acknowledges and agrees that the
Loan  Agreement  will  result in  significant  benefit to  Guarantor  who is the
wholly-owned subsidiary of Borrower and the intended beneficiary of the Loan.

                                   ARTICLE IV
                           COVENANTS OF THE GUARANTOR

      4.1 Actions by Guarantor.  Guarantor  shall not take or permit any act, or
omit to take any act,  that  would:  (a) cause  Borrower  to  breach  any of the
Obligations;  (b)  impair  the  ability  of  Borrower  to  perform  any  of  the
Obligations; or (c) cause an Event of Default under the Note Purchase Agreement.

      4.2  Reporting  Requirements.  Guarantor  shall  furnish,  or  cause to be
furnished,  to Vicis  such  information  respecting  the  business,  assets  and
financial condition of Guarantor as Vicis may reasonably request.

                                   ARTICLE V
                                  MISCELLANEOUS

      5.1 Expenses and Attorneys' Fees.  Guarantor shall pay all reasonable fees
and expenses  incurred by Vicis,  including the reasonable  fees of counsel,  in
connection with the protection or enforcement of its rights under this Guaranty,
including  without  limitation the protection and  enforcement of such rights in
any bankruptcy,  reorganization or insolvency  proceeding  involving Borrower or
Guarantor, both before and after judgment.


                                      -5-


<PAGE>


      5.2  Revocation.  This is a  continuing  guaranty and shall remain in full
force and effect until Vicis  receives  written  notice of revocation  signed by
Guarantor.  Upon revocation by written  notice,  this Guaranty shall continue in
full force and effect as to all  Obligations  contracted for or incurred  before
revocation, and as to them Vicis shall have the rights provided by this Guaranty
as if no revocation  had occurred.  Any renewal,  extension,  or increase in the
interest  rate(s)  of  any  such  Obligation,   whether  made  before  or  after
revocation,  shall  constitute an Obligation  contracted for or incurred  before
revocation.  Obligations contracted for or incurred before revocation shall also
include credit  extended after  revocation  pursuant to commitments  made before
revocation.

      5.3  Assignability;  Successors.  Guarantor's rights and liabilities under
this Guaranty are not assignable or delegable,  in whole or in part, without the
prior written consent of Vicis. The provisions of this Guaranty shall be binding
upon  Guarantor,  its  successors  and permitted  assigns and shall inure to the
benefit of Vicis, its successors and assigns.

      5.4 Survival.  All agreements,  representations and warranties made herein
or in any  document  delivered  pursuant  to this  Guaranty  shall  survive  the
execution and delivery of this Guaranty and the delivery of any such document.

      5.5 Governing Law. This Guaranty and the documents issued pursuant to this
Guaranty shall be governed by, and construed and interpreted in accordance with,
the Laws of the  State of New  York  applicable  to  contracts  made and  wholly
performed within such state.

      5.6  Counterparts;  Headings.  This  Guaranty  may be  executed in several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall  together  constitute  but one and the same  agreement.  The  article  and
section headings in this Guaranty are inserted for convenience of reference only
and shall not constitute a part of this Guaranty.

      5.7  Notices.  All  notices,  requests  and  demands  to or upon  Vicis or
Guarantor  (to be delivered  care of Borrower)  shall be delivered in the manner
set forth in Section 12.6 of the Note Purchase Agreement.

      5.8 Amendment.  No amendment of this Guaranty shall be effective unless in
writing and signed by Guarantor and Vicis.

      5.9  Severability.  Any provision of this Guaranty  which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions  of this  Guaranty in such  jurisdiction  or affecting the
validity or enforceability of any provision in any other jurisdiction.

      5.10 Taxes. If any transfer or documentary  taxes,  assessments or charges
levied  by  any  governmental  authority  shall  be  payable  by  reason  of the
execution,  delivery or recording of this Guaranty, Guarantor shall pay all such
taxes,  assessments and charges,  including  interest and penalties,  and hereby
indemnifies Vicis against any liability therefor.


                                      -6-


<PAGE>


      5.11 WAIVER OF RIGHT TO JURY TRIAL. GUARANTOR ACKNOWLEDGES AND AGREES THAT
ANY  CONTROVERSY  WHICH  MAY  ARISE  UNDER  THIS  GUARANTY  WOULD BE BASED  UPON
DIFFICULT AND COMPLEX ISSUES AND,  THEREFORE,  GUARANTOR AGREES THAT ANY LAWSUIT
ARISING  OUT OF ANY SUCH  CONTROVERSY  SHALL  BE  TRIED IN A COURT OF  COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

      5.12  SUBMISSION  TO  JURISDICTION;  SERVICE  OF  PROCESS.  AS A  MATERIAL
INDUCEMENT TO VICIS TO ENTER INTO THIS TRANSACTION:

            (a) THE  GUARANTOR  AGREES  THAT ALL ACTIONS OR  PROCEEDINGS  IN ANY
MANNER  RELATING  TO OR  ARISING  OUT OF THIS  GUARANTY  OR THE OTHER  DOCUMENTS
EXECUTED IN  CONNECTION  HEREWITH  MAY BE BROUGHT ONLY IN COURTS OF THE STATE OF
NEW YORK  LOCATED  IN NEW YORK  COUNTY OR THE  FEDERAL  COURT  FOR THE  SOUTHERN
DISTRICT  OF NEW YORK AND THE  GUARANTOR  CONSENTS TO THE  JURISDICTION  OF SUCH
COURTS.  THE GUARANTOR  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH COURT AND ANY RIGHT IT MAY HAVE NOW OR HEREAFTER HAVE TO CLAIM
THAT ANY SUCH ACTION OR PROCEEDING IS IN AN INCONVENIENT COURT; AND

            (b) Guarantor  consents to the service of process in any such action
or proceeding by certified mail sent to the address specified in Section 5.7.

      Nothing  contained herein shall affect the right of Vicis to serve process
in any other manner  permitted by law or to commence an action or  proceeding in
any other jurisdiction.


                                      -7-


<PAGE>


Ex. 10.110-Guaranty Agreement between KidCARE TV and Vicis


      IN WITNESS  WHEREOF the  undersigned  has executed this Guaranty as of the
day and year first above written.

                                        KidCARE Medical Television Network, Inc.


                                        By: /s/ Philip M. Cohen
                                            ------------------------------------
                                            Philip M. Cohen
                                            Chief Executive Officer


                           Signature Page to Guaranty


<PAGE>


Ex. 10.110-Guaranty Agreement between KidCARE TV and Vicis


                               ACCEPTANCE BY VICIS
                               -------------------


This Guaranty Agreement is accepted by Vicis Capital Master Fund.


                                        VICIS CAPITAL MASTER FUND
                                          By:  Vicis Capital LLC


                                        By: /s/ Shad Stastney
                                            ------------------------------------
                                            Shad Stastney
                                            Chief Operating Officer


                           Acceptance Page to Guaranty